Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one)

Large accelerated filer
☐

Accelerated
filer ☐

Non-accelerated filer ☐ (Do not check
if a smaller reporting company)

Smaller reporting
company ☑

Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of registrant’s
$0.0001 par value Common Stock, as of May 15, 2015, was 134,160,211 shares.

TABLE OF CONTENTS

Page

Part I. Financial Information

Item 1. Financial Statements

Condensed Consolidated Balance Sheets at March 31, 2015 (Unaudited) and December 31, 2014

1

Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014 (Unaudited)

2

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014 (Unaudited)

3

Notes to Condensed Consolidated Financial Statements (Unaudited)

4

Item 2. Management’s Discussion and Analysis

15

Item 3. Quantitative and Qualitative Disclosures about Market Risks

21

Item 4. Controls and Procedures

21

Part II. Other Information

Item 1. Legal Proceedings

22

Item 1A. Risk Factors

22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

22

Item 3. Defaults Upon Senior Securities

22

Item 4. Mine Safety Disclosures

22

Item 5. Other Information

22

Item 6. Exhibits

23

Signatures

24

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains
forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”
and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to
represent an all-inclusive means of identifying forward-looking statements as denoted in this quarterly report on Form 10-Q. Additionally,
statements concerning future matters are forward-looking statements.

Although forward-looking statements
in this quarterly report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts
and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and
actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking
statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those
specifically addressed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in our annual report on Form 10-K for the fiscal year ended December 31, 2014, in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report on Form 10-Q and in other
reports that we file with the Securities and Exchange Commission (the “SEC”). You are urged not to place undue reliance
on these forward-looking statements, which speak only as of the date of this quarterly report on Form 10-Q.

We file reports with the SEC. The SEC
maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers
that file electronically with the SEC, including us. You can also read and copy any materials we file with, or furnish to, the
SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking
statements in order to reflect any event or circumstance that may arise after the date of this quarterly report on Form 10-Q, except
as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of
this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial
condition, results of operations and prospects.

AGRITEK HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31,

December 31,

2015

2014

(Unaudited)

ASSETS

Current Assets:

Cash and cash equivalents

$

140,853

$

118,429

Accounts receivable, net

662

173

Inventory, net

5,110

42,061

Notes receivable

317,609

400,000

Interest receivable

18,991

28,954

Deferred financing costs

9,708

1,518

Due from related party

267,369

236,759

Prepaid assets and other

18,333

44,586

Total current assets

778,635

872,480

Other

15,525

15,525

Goodwill

—

192,849

Property and equipment, net of accumulated depreciation of $2,423 (2015) and $1,976 (2014)

Agritek Holdings, Inc. (the “Company”
or “Agritek”), formerly known as Mediswipe, Inc., and its wholly owned subsidiary, Agritek Venture Holdings, Inc. (“AVHI”),
acquires and leases real estate to licensed marijuana operators, including providing complete turnkey growing space and related
facilities to licensed marijuana growers and dispensary owners. Additionally, the Company offers a variety of services and
product lines to the medicinal marijuana sector including the distribution of hemp based nutritional products, a line of innovative
solutions for electronically processing merchant transactions and recently, the Company began importing and distributing vaporizers
and e-cigarettes under the Company's Mont Blunt brand.

The Company does not grow, harvest,
distribute or sell marijuana or any substances that violate the laws of the United States of America.

On March 18, 2014,
the Company completed the purchase of 80 acres zoned for agricultural use in Pueblo County, Colorado. The Company plans to
lease individual parcels of the 80 acre parcel to fully-licensed and compliant growers and dispensaries within the regulated medicinal
and recreational market of Colorado. The Company plans include receiving rents and management fees for providing infrastructure,
water, electricity, equipment leasing and security services. As of March 31, 2015, the Company
has not realized any revenue from the property.

On April 28, 2014,
the Company executed and closed a lease agreement for 20 acres of an agricultural farming facility located in South Florida following
the approval of the so-called “Charlotte’s Web” legislation, aimed at decriminalizing low grade marijuana specifically
for the use of treating epilepsy and cancer patients. Pursuant to the lease agreement, through November 1, 2014, the Company
had an option to purchase the land for $1,100,000, which it did not exercise, and maintains a first right of refusal to purchase
the property for three years. As of March 31, 2015, the Company has not realized any revenue
from the property.

On July 11, 2014,
the Company signed a ten year lease agreement for 40 acres in Pueblo, Colorado, now bringing
total land holdings in the country's first recreational cannabis state to over 120 acres zoned for its planned agricultural and
cultivation facilities located in Pueblo County, Colorado. The lease requires monthly rent payments of $10,000 during the
first year and is subject to a 2% annual increase over the life of the lease. The lease also provides rights to 50 acres of certain
tenant water rights for $50,000 annually plus cost of approximately $2,400 annually. The water rights ensure the Company’s
non-interruption of operations on behalf of new tenants qualified as fully registered and licensed grow and manufacturing operations.
As of March 31, 2015, the Company has not realized any revenue from the property. The Company is currently in default of the lease
agreement, as it has not paid March, April and May rent as of May 15, 2015.

On
July 26, 2014, the Company executed a Real Property Purchase Agreement to acquire approximately 3.2 acres for $224,000, in the
Apex Industrial Park Complex, otherwise known as Nevada “Green Zone”. The Company had also entered into a 99 year lease
agreement with My Life Organics, Inc. (“My Life”). My Life has been issued a provisional license for cultivation of
marijuana to be grown on the Company’s property. The closing of the property occurred in November 2014 and the Company also
advanced $50,000 to MYLO Construction, LLC (“MYLO”), a newly formed Company to manage the construction of the proposed
building. The Company expensed the $50,000 advanced to MYLO during the year ended December 31, 2014. On January 7, 2015, My Life
notified the Company that it was terminating the lease with the Company, claiming the Company has defaulted on certain provisions
of the lease.

4

On February
10, 2015, the Company executed a Revenue Participation Agreement with Genie Gateway, for the resale and use of a customized virtual
wallet and ecommerce platform to provide cashless merchant and payment services to the healthcare, wellness and unbanked merchants
nationally. The Company has not realized any revenues from the Agreement.

On March 23,
2015, the Company signed an operational and licensing agreement with Green Leaf Farms Holdings Inc. (“Green Leaf”)
an 80% owned subsidiary of Player's Network (PNTV) a fully reporting diversified company with holdings in two primary
areas, Media and Medical Marijuana. The five (5) year agreement provides for the Company to be the exclusive consultant regarding
the build out on behalf of Green Leaf of a 22,000 sq. ft. facility. Green Leaf presently holds two provisional or "MME"
licenses in North Las Vegas for both medicinal cannabis cultivation and production. Pursuant to the representations and terms
of the agreement the Company will provide consulting services and specialists related to grow and production, operational build
out, equipment lease financing, and an infrastructure funding commitment of up to one million dollars ($1,000,000). Under
the agreement, both Companies expect to complete an approximate 12,000 sq. foot cultivation operation as well as a commercial
extraction facility on behalf of Green Leaf. The Company will provide direct to manufacturer relationships with lighting, extraction
equipment, chillers and hydroponic equipment, edibles production as well as cultivation specialists. In addition to monthly consulting
fees once the facility is operational, the Company will receive licensing fees as the provider of vaporizers, cartridges and infused
edibles.

Note 2 – Summary of Significant
Account Policies

Basis of Presentation and Principles
of Consolidation

The accompanying condensed consolidated
financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to
present the financial position, results of operations and cash flows for the stated periods have been made. Except as described
below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included
in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. These condensed consolidated unaudited financial statements should be
read in conjunction with a reading of the Company’s consolidated financial statements and notes thereto. Interim results
of operations for the three months ended March 31, 2015 are not necessarily indicative of future results for the full year. Certain
amounts from the 2014 period have been reclassified to conform to the presentation used in the current period.

The condensed consolidated unaudited
financial statements of the Company include the consolidated accounts of Agritek and its’
wholly owned subsidiaries AVHI and PPI. PPI, a Florida corporation, was originally formed on July 1, 2013 as The American Hemp
Trading Company, Inc. (“AHTC”) and on August 27, 2014, AHTC changed its’ name to PPI. All intercompany accounts
and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid
investments with an original term of three months or less to be cash equivalents.

Accounts Receivable

The Company records accounts receivable
from amounts due from its customers upon the shipment of products. The allowance for losses is established through a provision
for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability
is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables,
based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information
available to make its evaluations, this estimate is susceptible to significant change in the near term. As of March 31, 2015, based
on the above criteria, the Company has an allowance for doubtful accounts of $43,408.

5

Inventory

Inventory consists of finished goods and is
valued at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially
obsolete or slow moving inventory is made based on management analysis or inventory levels and future sales forecasts.

Deferred Financing Costs

The costs related to the issuance of debt are
capitalized and amortized to interest expense using the effective interest method through the maturities of the related debt.

Investment of Non-Marketable Securities

The Company’s investment in non-marketable
securities consist of cash investments in a less than 10% interest in privately held companies that provide merchant processing
services.

Property and Equipment

Property and equipment are
stated at cost, and except for land, depreciation is provided by use of a straight-line method over the estimated useful lives
of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances
indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment are as
follows:

Furniture and equipment

5 years

The Company's property and equipment consisted of the following
at March 31, 2015 and December 31, 2014:

2015

2014

Land

$

354,269

$

354,269

Furniture and equipment

13,829

13,829

Accumulated depreciation

(2,423

)

(1,976

)

Balance

$

365,675

$

366,122

Depreciation expense of $447 and $203
was recorded for the three months ended March 31, 2015 and 2014, respectively.

Long-Lived Assets

Long-lived assets are reviewed
for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Revenue Recognition

The Company recognizes revenue in accordance
with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met: (1) persuasive evidence of an arrangement
exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably
assured. The Company recognizes revenue during the month in which products are shipped or commissions are earned. No revenue has
been recognized from leasing arrangements to date.

Fair Value of Financial Instruments

Fair value measurements are determined
under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair
value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of
the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant
assumptions developed based on the best information available in the circumstances (“unobservable inputs”).

6

Fair value is the price that would be
received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction
between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant
information generated by market transactions involving identical or comparable assets (“market approach”). The Company
also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with
normal activity to identify transactions that are not orderly.

The highest priority is given to unadjusted
quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level
3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair
value measurement.

The three hierarchy levels are
defined as follows:

Level 1 – Quoted
prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted
prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in
active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

Level 3 – Prices
or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Credit risk adjustments are applied
to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent
with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed
in the credit default swap market.

The Company's financial instruments
consist primarily of cash, accounts receivable, notes receivable, accounts payable and accrued expenses, note payable and convertible
debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term
maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative
of the amounts the Company would realize in a current market exchange or from future earnings or cash flows.

Income Taxes

The Company accounts for income taxes
in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future
tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a
deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

ASC 740-10 prescribes a recognition
threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on
recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues.
Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed,
nor paid, any interest or penalties.

Uncertain tax positions are measured
and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may
be recognized or continue to be recognized. The Company’s tax years subsequent to 2005 remain subject to examination by federal
and state tax jurisdictions.

7

Earnings (Loss) Per Share

Earnings (loss) per share are computed
in accordance with ASC 260, "Earnings per Share". Basic earnings (loss) per share is computed by dividing net income
(loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common
stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number
of shares of common stock, common stock equivalents and other potentially dilutive securities, if any, outstanding during the period.
As of March 31, 2015 there were warrants to purchase 300,000 shares of common stock and the Company’s outstanding convertible
debt is convertible into approximately 103,000,000 shares of common stock These amounts are not included in the computation of
dilutive loss per share because their impact is antidilutive.

Accounting for Stock-based Compensation

The Company accounts for stock awards
issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier
of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the
date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective
measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in
which services are provided.

For the three months ended March 31,
2015 and March 31, 2014, the Company recorded stock and warrant based compensation of $16,484 and $25,000, respectively. (See Notes
7 and 8).

Use of Estimates

The preparation of consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reported period.
Actual results could differ from those estimates.

Advertising

The Company records advertising costs
as incurred. For the three months ended March 31, 2015 and 2014, advertising expense was $7,543 and $1,000, respectively.

Note 3 – Recent Accounting Pronouncements

Accounting standards that have been
issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected
to have a material impact on the consolidated financial statements upon adoption.

Note 4 – Impairment of Goodwill

On September
12, 2014, the Company completed the asset acquisition of the entire line of products, technology and customers of Dry Vapes
Holdings, Inc. (“Dry Vapes”). Dry Vapes is an importer, marketer and distributor of innovative vaporizers and accessories
with over 11,000 social network followers. Dry Vapes has historically sold its’ product under the logo DV on eBay and other
websites. The Company plans to develop a full line of products under the "Mont Blunt" brand name and market it to Brick
and Mortar smoke shops nationally in the upcoming months. The company will operate the business under PPI.

The Company recorded the acquisition
using the acquisition method, which requires the Company to record the acquired assets and assumed liabilities (if any) at their
acquisition date fair values and record any excess of the consideration given, including liabilities assumed (if any) over the
fair value of the assets acquired as goodwill. The acquired assets consisted solely of inventory. The Company determined the fair
value of the inventory acquired on a cost basis. The transaction resulted in the Company recording goodwill of $192,849. Based
on events and circumstances occurring during the three months ended March 31, 2015, the Company reviewed the carrying amount of
the goodwill, and determined that the carrying amount may not be recoverable and accordingly recognized an impairment loss of $192,849
for the three months ended March 31, 2015. The Company also recorded a reserve for inventory loss of $32,529 for the three months
ended March 31, 2015.

8

Note 5 – Sales Concentration
and Concentration of Credit Risk

Cash

Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company maintains cash balances at one financial institution,
which is insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC insured institution insures
up to $250,000 on account balances. The company maintains its’ cash balance at a large financial institution and has not
experienced any losses in such accounts.

Sales and Accounts Receivable

Following is a summary of customers
who accounted for more than ten percent (10%) of the Company’s revenues for the three months ended March 31, 2015 and 2014
and the accounts receivable balance as of March 31, 2015:

Customer

Sales % Three

Months Ended

March 31, 2014

Sales % Three

Months Ended

March 31, 2015

Accounts Receivable

Balance as of

March 31, 2015

A

42

%

—

$

—

B

20

%

—

$

—

C

18

%

—

$

—

D

—

70

%

$

—

E

—

22

%

$

180

Purchases

For the three months ended March 31,
2014, 100% of the Company’s purchases were from one vendor related to the purchase of our tobacco product line.

Note 6 – Convertible Debt
and Note Payable

2014 Convertible Note

In January 2014, the Company entered into a
Secured Promissory Note for $1,660,000 (the “2014 Company Note”) to Tonaquint, Inc. (“Tonaquint”) which includes a purchase price of $1,500,000 and transaction costs of $160,000. On January 31, 2014,
the Company received $300,000 of the purchase price. Tonaquint also issued to the Company 6 secured promissory notes, each in the
amount of $200,000 (the 2014 “Investor Notes”). All or any portion of the outstanding balance of the 2014 Investor
Notes may be prepaid, without penalty, along with accrued but unpaid interest at any time prior to maturity. The Company has no
obligation to pay Tonaquint any amounts on the unfunded portion of the 2014 Company Note. The 2014 Company Note bears interest
at 8% per annum (increases to 22% per annum upon an event of default) and is convertible into shares of the Company’s common
stock at Tonaquint’s option at a price of $0.55 per share, exercisable in seven tranches, consisting of a first tranche of
$340,000 of principal and any interest, fees costs or charges, and nine additional tranches of $220,000 each, plus any interest,
costs, fees or charges.

Beginning on the date that is nine (9) months
after the later of (i) the Issuance Date, and (ii) the date the Initial Cash Purchase Price is paid to the Company (the “Initial
Installment Date”), and on each applicable Installment Date thereafter, the Company is to pay the Holder, the applicable
Installment Amount due on such date. Ten Installment Amounts of $166,000 plus the sum of any accrued and unpaid interest, fees,
costs or charges may be made (a) in cash (a “Company Redemption”), (b) by converting such Installment Amount into shares
of Common Stock (a “Company Conversion”), or (c) by any combination of a Company Conversion and a Company Redemption
so long as the entire amount of such Installment Amount due shall be converted and/or redeemed by the Company on the applicable
Installment Date. The 2014 Company Note matures fifteen months after the Issuance Date.

9

During the year ended December 31, 2014,
the Company received an additional $800,000 of the purchase price and an additional $100,000 (including $17,609 of interest) during
the three months ended March 31, 2015. As of March 31, 2015, the balance of the purchase price of $317,609 is included in Notes
receivable on the unaudited condensed consolidated financial statements included herein, as well as $18,991 of interest receivable.
During the three months ended March 31, 2015, the Company recorded interest expense of $139,888 and increased accrued interest
expense by $139,888 for amounts due Tonaquint, pursuant to the 2014 Company Note. As of March 31, 2015, $960,630 of principal and
accrued interest of $226,491 is outstanding on the 2014 Company Note, and the principal amount is carried at $954,619, net of a
remaining note discount of $6,011.

During the three months ended March
31, 2015, the Company issued the following shares of common stock upon the conversions of portions of the 2014 Company Note:

Date

Principal

Conversion

Interest

Conversion

Total

Conversion

Conversion

Price

Shares

Issued

1 /3/15

$

65,460

$

9,540

$

75,000

$

.045

1,665,445

1 /28/15

$

54,123

$

8,377

$

62,500

$

.0334

1,869,190

2 /20/15

$

55,901

$

9,099

$

65,000

$

.0244

2,668,309

3 /13/15

$

60,000

$

—

$

60,000

$

.0244

2,463,054

3 /31/15

$

66,555

$

8,445

$

75,000

$

.0125

5,985,634

$

302,039

$

35,461

$

337,500

14,651,632

2015 Convertible Notes

On March 2, 2015, the Company issued
a Convertible Promissory Note for $79,000 to Vis Vires Group (“Vis Vires”). The Company received net proceeds of $75,000
after debt issuance costs of $4,000 paid for lender legal fees. The Note matures November 25, 2015 and converts at a 39% discount
to the market price as defined in the Note.

On March 27, 2015, the Company issued
a Convertible Promissory Note for $27,000 to GW Holding Group, LLC. On March 31, 2015, the Company received net proceeds of $25,000
after debt issuance costs of $2,000 paid for lender legal fees. The Note matures March 27, 2016 and converts at a 42% discount
to the market price as defined in the Note.

March 27, 2015, the Company issued a
Convertible Promissory Note for $78,750 to LG Capital Funding, LLC. On March 30, 2015, the Company received net proceeds of $75,000
after debt issuance costs of $3,750 paid for lender legal fees. The Note matures March 27, 2016 and converts at a 42% discount
to the market price as defined in the Note.

The
debt issuance costs of $9,750 in the aggregate included in the 2015 Convertible Notes, will be amortized over the earlier of the
terms of the Note or any redemptions and accordingly $444 has been expensed
as debt issuance costs (included in interest expense) for the three months ended March 31, 2015. As
of March 31, 2015, $184,750 of principal and accrued interest of $527 is outstanding on the 2015 Convertible Notes, and the principal
amount is carried at $55,395, net of a remaining note discount of $129,355.

Among other terms the 2015 Notes are
due nine to twelve months from their issuance date, bearing interest at 8% per annum, payable in cash or shares at a conversion
price (the “Conversion Price”) for each share of common stock equal to 39% - 42% of the average of the lowest three
trading prices (as defined in the note agreements) per share of the Company’s common stock for the ten to eighteen trading
days immediately preceding the date of conversion. Upon the occurrence of an event of default, as defined in the 2015 Convertible
Notes, the Company was required to pay interest at 22% per annum and the holders could at their option declare a Note, together
with accrued and unpaid interest, to be immediately due and payable. In addition, the 2015 Convertible Notes provide for adjustments
for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock
for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where
there is a change in control of the Company.

10

The Company determined that the conversion
feature of the 2015 Convertible Notes represent an embedded derivative since the Notes are convertible into a variable number of
shares upon conversion. Accordingly, the 2015 Convertible Notes were not considered to be conventional debt under EITF 00-19 and
the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the
fair value of these derivative instruments being recorded as a liability on the consolidated balance sheet with the corresponding
amount recorded as a discount to each Note. Such discount is being amortized from the date of issuance to the maturity dates of
the Notes. The change in the fair value of the liability for derivative contracts are recorded in other income or expenses in the
consolidated statements of operations at the end of each quarter, with the offset to the derivative liability on the balance sheet.
The embedded feature included in the 2015 Convertible Notes resulted in an initial debt discount and an initial derivative liability
of $135,746.

As
of March 31, 2015 the Company revalued the embedded conversion feature of the 2015 Convertible Notes. From the dates of issuance
of the 2015 Convertible Notes, the Company increased the derivative liability by $611 resulting in a derivative liability of $136,357.
The fair value of the 2015 Convertible Notes was calculated at March 31, 2015 based on the average historical effective discounts
to market over periods consistent with the terms of the related debt.

A summary of the derivative liability balance as of March
31, 2015 is as follows:

2015

Beginning Balance

$

—

Initial Derivative Liability

135,746

Fair Value Change

611

Ending Balance

$

136,357

Note Payable

On March 18, 2014, in conjunction with
the land purchase of 80 acres in Pueblo County, Colorado, the Company paid $36,000 cash and entered into a promissory note in the
amount of $85,750. The promissory note is being amortized on the basis of five (5) years, with principal payments of $17,150 plus
interest at 3.5% due annually on December 1 of each year. Payments begin December 1, 2014, and shall be due on the first day of
each succeeding December, with any balance of principal and accrued interest due December 1, 2020. On March 4, 2015, and May 4,
2015, the Company paid $9,000 and $2,437, respectively, of the December 1, 2014 amount. The Company owes a balance of $8,150 of
the December 2014 amount due.

Note 7 – Related Party Transactions

Management Fees and Stock Compensation
Expense

Effective January 1, 2013, the Company
agreed to an annual compensation of $150,000 for its CEO, Mr. Michael Friedman (resigned March 20, 2015), and $96,000 for the CFO,
Mr. Barry Hollander. For 2014, the Company and the CFO agreed that up to $5,000 per month can be paid in cash and the balance in
restricted shares of common stock.

For the three months ended March 31,
2015 and 2014, the Company recorded expenses to its’ officers the following amounts included in Administrative and Management
Fees in the condensed consolidated statements of operations, included herein:

March 31,

March 31

2015

2014

CEO

$

3,846

$

—

Former CEO

37,500

37,500

CFO

24,000

24,000

Total

$

65,346

$

61,500

11

As of March 31, 2015 and December 31,
2014, the Company owed to its’ officer the following amounts, included in deferred compensation on the Company’s condensed
consolidated balance sheet:

March 31,

December 31,

2015

2014

Former CEO

$

91,219

$

80,082

CFO

10,730

1,579

Total

$

101,949

$

81,661

Effective March 20, 2015, Mr. Justin
Braune was named CEO and President. Mr. Braune also was appointed to the Board of Directors. B. Michael Friedman resigned his role
as CEO and also from the Board of Directors, and was named to the Advisory Board to the Company’s Board of Directors. The
Company agreed to an annual compensation of $100,000 for Mr. Braune in his role of CEO and Director of the company and to issue
Braune 15,000,000 shares of restricted common stock. For the three months ended March 31, 2015, the Company has included $3,846
for Mr. Braune’s salary in Administrative and Management Fees in the condensed consolidated statements of operations.

The shares of common stock will vest
as follows: 5,000,000, shares on the six month anniversary of the Agreement and 10,000,000 shares on the one year anniversary of
the Agreement. The Company valued the 15,000,000 shares of common stock at $300,000 ($0.02 per share, the market price of the common
stock) and recorded the $300,000 as deferred stock compensation in the equity section of the balance sheet, and will amortize the
deferred stock compensation as the shares of common stock vest. Accordingly, the Company has included $16.484 stock compensation
expense. The remaining $283,516 of deferred stock compensation will be expensed over the vesting period.

Amounts Due from 800 Commerce, Inc.

800 Commerce, Inc., a commonly controlled entity,
owed Agritek $267,369 and $236,759 as of March 31, 2015 and December 31, 2014, respectively, as a result of advances received from
or payments made by Agritek on behalf of 800 Commerce. These advances are non-interest bearing and are due on demand and are included
in Due from Related Party on the balance sheet herein.

Note 8 – Common and Preferred
Stock

Common Stock

During the three months ended March
31, 2015, the Company issued 14,651,632 shares of common stock in satisfaction of $337,500 of principal and accrued and unpaid
interest against the 2014 Company Note (see Note 6).

Warrants

On April 26, 2013 and in connection
with the appointment of Mr. James Canton to the Company’s advisory board, the Company issued a warrant to Mr. Canton to purchase
300,000 shares of common stock. The warrant has an exercise price of $0.50 per share, remains outstanding and expires April 26,
2016.

Note 9 – Income Taxes

Deferred income taxes reflect the net
tax effects of operating loss and tax credit carry forwards and temporary differences between carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in
which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Company’s
ability to realize the benefit of the deferred tax assets, the deferred tax assets are fully offset by a valuation allowance at
March 31, 2015 and 2014.

12

As of March 31, 2015, the Company had
a tax net operating loss carry forward of approximately $2,681,000. Any unused portion of this carry forward expires in 2030. Utilization
of this loss may be limited in the event of an ownership change pursuant to IRS Section 382.

Note 10 – Commitments and Contingencies

Office Space

Effective April 1, 2014, the Company
has entered into a rent sharing agreement for the use of 1,300 square feet with a company controlled by the Company’s CFO.
The Company has agreed to pay $1,350 per month for the space.

In April 2014, the Company entered into
a ten year sublease agreement for the use of up to 7,500 square feet with a Colorado based
oncology clinical trial and drug testing company and facility presently doing cancer research and testing for established pharmaceutical
companies seeking FDA approval for new drugs. Pursuant to the lease as amended, the Company has agreed to pay $3,500 per
month for the space, and it will be utilized to market, sell and distribute products to Colorado dispensaries.

For the three months ended March 31,
2015 and 2014, the Company recorded rent expense of $15,129 and $1,929, respectively.

Leased Properties

On April 28, 2014,
the Company executed and closed a 10 year lease agreement for 20 acres of an agricultural farming facility located in South Florida
following the approval of the so-called “Charlotte’s Web” legislation, aimed at decriminalizing low grade marijuana
specifically for the use of treating epilepsy and cancer patients. Pursuant to the lease agreement the Company maintains
a first right of refusal to purchase the property for three years. The Company prepaid the first year lease amount of $24,000 and
has recorded $9,561 of expense (included in leased property expenses) for the three months ended March 31, 2015.

On July 11,
2014, the Company signed a ten year lease agreement for an additional 40 acres in
Pueblo, Colorado. The lease requires monthly rent payments of $10,000 during the first year and is subject to a 2% annual
increase over the life of the lease. The lease also provides rights to 50 acres of certain tenant water rights for $50,000
annually plus cost of approximately $2,400 annually. The Company paid the $50,000 in July 2014. The water rights ensure the
Company’s non-interruption of operations on behalf of new tenants qualified as fully registered and licensed grow and
manufacturing operations. The Company has recorded $45,350 of expense for the three months ended March 31, 2015 (included in
leased property expenses) related to the land and water rights. The Company is currently in default of the lease
agreement, as rents for March, April and May 2015 have not been paid.

Other

On March 2, 2015, the Company and the
Company’s CEO, at the time, and the Company’s CFO were named in a civil complaint filed by Erick Rodriguez, a former
officer of the Company, in the District Court in Clark County, Nevada. The complaint alleges that Mr. Rodriguez never received
250,000 shares of Series B preferred stock that were initially approved by the Board of Directors in 2012. Mr. Rodriguez resigned
in June 2013, and the Company cancelled the issuance of the shares to Mr. Rodriguez on the Company’s books and records.

On March 20, 2015, Montblanc-Simplo
GmbH (“Montblanc”) filed a Combined Notice of Opposition and Petition for Cancellation with the United States Patent
and Trademark Office. Montblanc believes that it will be damaged by the registration of the mark MONT BLUNT filed on April 26,
2014 in Application Serial No. 86/263,737 (the “Application”) and by the previously issued U.S. Registration NO. 4,608,789
(the “Registration”). The Company believes that the logos and product of Mont Blunt pursuant to the Registration and
Application significantly differ from Montblanc and accordingly does not believe it subjects Montblanc to any damages.

13

Note 11 – Going Concern

The accompanying condensed consolidated
financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2015 the Company
had an accumulated deficit of $12,091,239and working capital deficit of $873,367. These conditions
raise substantial doubt about the Company's ability to continue as a going concern.The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 12 – Subsequent Events

On
March 30, 2015, the Company issued a Convertible Promissory Note for $27,000 to Service Trading Company, LLC. On April 6,
2015, the Company received net proceeds of $25,000 after debt issuance costs of $2,000 paid for lender legal fees. The Note matures
March 30, 2016 and converts at a 42% discount to the market price as defined in the Note. As the proceeds were not received until
April 6, 2015, the Company has not included the resulting transaction on the Company’s balance sheet as of March 31, 2015,
presented herein.

On April 14, 2015, the Company appointed
Dr. Stephen Holt to the Advisory Board of the Board of Directors of the Company. The Company issued 5,000,000 shares of restricted
common stock to Dr. Holt for his appointment.

On May 5, 2015, the Company issued 6,008,171
shares of common stock to Tonaquint in satisfaction of $75,000 of principal and accrued and unpaid interest against the 2014 Company
Note.

14

Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations

The following is management’s
discussion and analysis of certain significant factors that have affected our financial position and operating results during the
periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current
management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,”
“may,” “will,” “should,” “expect,” “intend,” “estimate,”
“continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other
reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or
outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which
speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The following discussion and analysis
of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto
for the years ended March 31, 2015 and 2014.

The independent auditor’s report
on our financial statements for the years ended December 31, 2014 and 2013 includes a “going concern” explanatory paragraph
that describes substantial doubt about our ability to continue as a going concern. Management’s plans in regard to the factors
prompting the explanatory paragraph are discussed below and also in Note 10 to the unaudited condensed financial statements.

While our financial statements are presented
on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the
normal course of business over a reasonable length of time, our auditor has raised substantial doubt about our ability to continue
as a going concern.

15

Results of Operations

For the three months ended March
31, 2015 compared to the three months ended March 31, 2014

Revenues

Revenues for the three months ended
March 31, 2015 and 2014 were $7,221 and $19,520, respectively, and were comprised of the following:

Three months ended March 31,

2015

2014

Wellness products

$

7,221

$

7,178

Chillo products

—

12,342

Total

$

7,221

$

19,520

Operating Expenses

Operating expenses were $456,271 for
the three months ended March 31, 2015 compared to $163,594 for the three months ended March 31, 2014. The expenses were comprised
of:

Three Months Ended March 31,

Description

2015

2014

Administration and management fees

$

81,209

$

71,431

Stock compensation expense, management

16,484

—

Stock compensation expense, other

—

25,000

Professional and consulting fees

20,588

22,950

Impairment of Goodwill

192,849

—

Reserve for Inventory Loss

32,529

—

Commissions and license fees

—

8,072

Advertising and promotional expenses

7,543

1,000

Rent and occupancy costs

15,129

1,929

Leased property for sub-lease

54,911

—

Travel and entertainment

15,046

17,727

General and other administrative

19,983

15,485

Total

$

456,271

$

163,594

Stock compensation expense, management
was $16,484 for the three months ended March 31, 2015 compared to $0 for the three months ended March 31, 2014. The 2015 amount
is comprised of the amortization of restricted common stock issued to our new CEO.

Stock compensation expense, other (included
in professional and consulting fees) was $0 for the three months ended March 31, 2015 compared to $25,000 for the three months
ended March 31, 2014. The 2014 period is comprised of $25,000 to advisories to the board of directors for the issuance of 56,948
shares of common stock for services provided to the Company.

Professional and consulting fees (excluding
stock compensation expense, other) decreased to $20,588 for the three months ended March 31, 2015 compared to $22,950 for the three
months ended March 31, 2014 and is comprised of the following:

Three Months Ended March 31,

2015

2015

Legal fees

$

5,930

$

12,000

Property management fees

10,000

2,500

Accounting fees

2,958

6,200

Investor relation costs

1,700

2,250

$

20,588

$

22,950

16

Commission and licensing fees of $0
were incurred for three months ended March 31, 2015 compared to commissions of $8,072 for the three months ended March 31, 2014.

Advertising and promotional expenses
increased to $7,543 for the three months ended March 31, 2015 compared to $1,000 for the three months ended March 31, 2014. The
increase of $6,543 was primarily due the marketing of the Company’s Mont Blunt brand.

Rent and occupancy costs were $15,129
for the three months ended March 31, 2015 compared to $1,929 for the three months ended March 31, 2014. The increase was due primarily
to the Company entering into sublease agreement for the use of up to 7,500 square feet of office space that will be utilized to
market, sell and distribute products to Colorado dispensaries.

Leased property available for sub-lease
and property maintenance costs were $54,911 for the three months ended March 31, 2015 compared to $0 for the three months ended
March 31, 2014. These costs were comprised of $42,411 for leased real estate and $12,500 for water rights that the Company plans
to lease or sub-lease to licensed marijuana operators.

General and other administrative costs
for the three months ended March 31, 2015, were $19,983 compared to $15,485 for the three months ended March 31, 2014. Expenses
for the three months ended March 31, 2015, include property and other taxes of $7,684, filing and transfer agent fees of $2,080,
telephone, internet and web based service costs of $3,714, payroll taxes and fees of $1,773, office supply purchases of $1,052
and $3,680 of other general and administrative costs. Expenses for the 2014 period include public company filing and transfer agent
fees of $3,503, internet and web based service costs of $2,301, payroll taxes and fees of $2,071, office supply purchased of $2,604
and $5,006 of other general and administrative costs.

Other Income (Expense), Net

Other expense for the three months ended
March 31, 2015 was $307,858 compared to $70,368 for the three months ended March 31, 2014. Included in other expenses for the 2015
period was an expense from the increase on the fair value of derivatives of $611 and interest income of $7,646, offset by interest
expense of $314,893. Other expense for the 2014 period was income from the decrease on the fair value of derivatives of $30,347
and interest income of $10,740, offset by interest expense of $111,455.

A summary of interest expense for each
of the periods is as follows:

Three months ended March 31,

2015

2014

Excess value of common stock issued

$

149,782

$

—

Interest on face value

22,490

15,566

Additional true-up interest

117,926

—

Amortization of note discount

23,135

54,055

Amortization of OID

—

23,778

Beneficial conversion feature

—

3,716

Amortization of deferred financing fees

1,560

14,340

Total

$

314,893

$

111,455

Capital
Resources and Liquidity

Liquidity is the ability of an enterprise
to generate adequate amounts of cash to meet its needs for cash requirements. As of March 31, 2015, we had cash and cash equivalents
of $140,853, an increase of $22,424, from $118,429 as of December 31, 2014. At March 31, 2015, we had current liabilities of $1,626,702
compared to current assets of $778,635 which resulted in working capital deficit of $848,067. The current liabilities are comprised
of accounts payable, accrued expenses, convertible debt and notes payable.

17

Operating Activities

For the three months ended March 31,
2015, net cash used in operating activities was $195,356 compared to $122,405 for the three months ended March 31, 2014. The net
loss for the three months ended March 31, 2015 of $760,189 was impacted by the impairment of goodwill of $192,849, noncash interest
expense of $267,708 for excess value of common stock issued for convertible notes payable, the amortization of discounts on convertible
notes of $23,135 amortization of deferred stock compensation of $16,484. and the amortization of deferred financing fees of $1,560
related to the convertible promissory notes. Additional non-cash expenses for the three months ended March 31, 2015 was a reserve
for inventory loss of $32,529, the change in fair value of the derivative liability of $611 and depreciation expense of $447. Changes
in operating assets and liabilities utilizing cash included an increase in accounts receivable of $489 and the return of $90,000
on tenant deposits. Changes in operating assets and liabilities that reduced cash used in operating activities included an increase
in accounts payable and accrued expenses of $59,073, an increase in deferred compensation of $20,228 a decrease in prepaid assets
and other of $36,216 and a decrease in inventory of $4,422.

The net loss for the three months ended
March 31, 2014 was impacted by $25,000 for the 56,948 shares of common stock for services provided to the Company. Additional non-cash
expenses for the three months ended March 31, 2014 were the amortization of the initial discounts of $77,833 on the convertible
notes and amortization of deferred financing fees of $14,340 also related to the convertible promissory notes. These amounts were
offset by the change in the fair value of the derivatives of $30,347.

Investing Activities

During the three months ended March
31, 2015, net cash used in investing activities was $30,610 compared to $56,279 for the three months ended March 31, 2014. The
2015 period was the result of advances to a related party of $30,610. Net cash used in investing activity for the three months
ended March 31, 2014 was the result of land acquisition cost of $40,571 and advances to a related party of $15,708.

Financing Activities

Net cash provided by financing activities
was $248,390and $492,000 for the three months ended March 31, 2015 and 2014, respectively. The
2015 activity was comprised of proceeds received related to the Tonaquint notes receivable of $82,390, the issuance of convertible
promissory notes of $175,000 and the payments made on notes payable of $9,000. The 2014 amount was comprised of proceeds received
from the issuance of convertible promissory notes of $300,000 and proceeds of $200,000 related to the Typenex note receivable and
the payment of deferred financing fees of $8,000.

We do not have cash and cash equivalents
on hand to meet our obligations. We presently maintain our daily operations and capital needs through the sale of our products
and financings available to us from our lender.

Off Balance Sheet Arrangements

We do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

Going Concern

The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying unaudited
condensed consolidated financial statements, the Company had an accumulated deficit at March 31, 2015, a net loss and net cash
used in operating activities for the reporting period then ended. These conditions raise substantial doubt about its ability to
continue as a going concern.

18

The Company is attempting to produce
sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the
Company believes in the viability of its strategy to produce sufficient revenue and in its ability to raise additional funds, there
can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to
further implement its business plan and generate sufficient revenues and in its ability to raise additional funds.

The unaudited consolidated financial
statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Critical Accounting Policies

We have identified the following policies below as critical
to our business and results of operations. Our reported results are impacted by the application of the following accounting policies,
certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the
effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all
of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely
require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.

Basis of Presentation and Principles
of Consolidation

The accompanying condensed consolidated
financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to
present the financial position, results of operations and cash flows for the stated periods have been made. Except as described
below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included
in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. These condensed consolidated unaudited financial statements should be
read in conjunction with a reading of the Company’s consolidated financial statements and notes thereto. Interim results
of operations for the three months ended March 31, 2015 are not necessarily indicative of future results for the full year. Certain
amounts from the 2014 period have been reclassified to conform to the presentation used in the current period.

The condensed consolidated unaudited financial statements
of the Company include the consolidated accounts of Agritek and its’ wholly owned subsidiaries
AVHI and PPI. PPI, a Florida corporation, was originally formed on July 1, 2013 as The American Hemp Trading Company, Inc. (“AHTC”)
and on August 27, 2014, AHTC changed its’ name to PPI. All intercompany accounts and transactions have been eliminated in
consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid
investments with an original term of three months or less to be cash equivalents.

Accounts Receivable

The Company records accounts receivable
from amounts due from its customers upon the shipment of products. The allowance for losses is established through a provision
for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability
is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables,
based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information
available to make its evaluations, this estimate is susceptible to significant change in the near term. As of March 31, 2015, based
on the above criteria, the Company has an allowance for doubtful accounts of $43,408.

19

Property and Equipment

Property and equipment are
stated at cost, and except for land, depreciation is provided by use of straight-line methods over the estimated useful lives of
the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate
that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment are as follows:

Furniture and equipment

5 years

The Company's property and equipment consisted of the following
at March 31, 2015 and December 31, 2014:

2015

2014

Land

$

354,269

$

354,269

Furniture and equipment

13,829

13,829

Accumulated depreciation

(2,423

)

(1,976

)

Balance

$

365,675

$

366,122

Depreciation expense of $447 and $203
was recorded for the three months ended March 31, 2015 and 2014, respectively.

Revenue Recognition

The Company recognizes revenue in accordance
with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met: (1) persuasive evidence of an arrangement
exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably
assured. The Company recognizes revenue during the month in which products are shipped or commissions are earned. No revenue has
been recognized from leasing arrangements to date.

Fair Value of Financial Instruments

Fair value measurements are determined
under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair
value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of
the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant
assumptions developed based on the best information available in the circumstances (“unobservable inputs”).

Fair value is the price that would be
received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction
between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant
information generated by market transactions involving identical or comparable assets (“market approach”). The Company
also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with
normal activity to identify transactions that are not orderly.

The highest priority is given to unadjusted
quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level
3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair
value measurement.

The three hierarchy levels are
defined as follows:

Level 1 – Quoted
prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted
prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in
active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

Level 3 – Prices
or valuations that require inputs that are both significant to the fair value measurement and unobservable.

20

Credit risk adjustments are applied
to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent
with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed
in the credit default swap market.

The Company's financial instruments
consist primarily of cash, accounts receivable, notes receivable, accounts payable and accrued expenses, note payable and convertible
debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term
maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative
of the amounts the Company would realize in a current market exchange or from future earnings or cash flows.

Earnings (Loss) Per Share

Earnings (loss) per share are computed
in accordance with ASC 260, "Earnings per Share". Basic earnings (loss) per share is computed by dividing net income
(loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common
stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number
of shares of common stock, common stock equivalents and other potentially dilutive securities, if any, outstanding during the period.
As of March 31, 2015 there were warrants to purchase 300,000 shares of common stock and the Company’s outstanding convertible
debt is convertible into approximately 103,000,000 shares of common stock These amounts are not included in the computation of
dilutive loss per share because their impact is antidilutive.

Accounting for Stock-based Compensation

The Company accounts for stock awards
issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier
of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the
date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective
measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in
which services are provided.

For the three months ended March 31,
2015 and March 31, 2014, the Company recorded stock and warrant based compensation of $16,484 and $25,000, respectively. (See Notes
7 and 8).

Item 3.Quantitative
and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting
companies.

Item 4. Evaluation of Disclosure
Controls and Procedures

We maintain disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required
to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified
in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required
disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure
controls and procedures were not effective due to a control deficiency. During the period we did not have additional personnel
to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the
Company, we are unable to remediate this deficiency until we acquire or merge with another company.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s
internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15
or 15d-15 of the Exchange Act that occurred during the quarter ended March 31, 2015 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial reporting.

21

Part II. Other Information

Item 1. Legal
Proceedings

We are not a party to any material litigation, nor, to the
knowledge of management, is any litigation threatened against us that may materially affect us.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2
of the Securities Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds

On January 3, 2015, the Company issued
1,665,445 shares of common stock upon the conversion of $75,000 of principal and accrued and unpaid interest on the 2014 Company
Note. The shares were issued at approximately $0.045 per share.

On January 28, 2015, the Company issued
1,869,190 shares of common stock upon the conversion of $62,500 of principal and accrued and unpaid interest on the 2014 Company
Note. The shares were issued at approximately $0.0334 per share.

On February 10, 2015, the Company issued
2,668,309 shares of common stock upon the conversion of $65,000 of principal and accrued and unpaid interest on the 2014 Company
Note. The shares were issued at approximately $0.0244 per share.

On March 13, 2015, the Company issued
2,463,054 shares of common stock upon the conversion of $60,000 of principal on the 2014 Company Note. The shares were issued at
approximately $0.0334 per share.

On March 20, 2015, the Company issued
15,000,000 shares of common stock to Justin Braune in connection with an employment and board of directors agreement naming Mr.
Braune as Chief Executive Officer, President and a member of our Board of Directors. The shares of common stock will vest as follows:
5,000,000, shares on the six month anniversary of the Agreement and 10,000,000 shares on the one year anniversary of the Agreement.

On March 31, 2015, the Company issued
5,985,634 shares of common stock upon the conversion of $75,000 of principal and accrued and unpaid interest on the 2014 Company
Note. The shares were issued at approximately $0.0125 per share.

Item 3. Defaults upon Senior Securities

None.

Item
4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Convertible Debenture Proceeds

On March 2, 2015, the Company received
net proceeds of $75,000 in exchange for 8% interest bearing unsecured convertible promissory note dated February 23, 2015, with
a face value of $79,000 to Vis Vires Group (“Vis Vires”), which matures on November 25, 2015. Principal and interest
due on the note is convertible into shares of common stock at a 39% discount to the average of the lowest 3 closing bid prices
for the 10 days preceding conversion. The note includes prepayment cash redemption penalties between 15% and 35% of outstanding
principal and interest, and the debt holder is limited to owning 9.99% of the Company’s issued and outstanding shares. The
Company must at all times reserve at least eight times the number of shares required for full conversion of the note and interest.

On March 30, 2015, the Company
received proceeds of $75,000 in exchange for an 8% interest bearing unsecured convertible promissory note dated March 27, 2015,
with a face value of $78,750 to LG Capital Funding, LLC. The Note matures March 27, 2016. Principal and interest due on the note
is convertible into shares of common stock at a 42% discount to the lowest closing bid price for the 18 prior trading days including
the conversion date. The note includes prepayment cash redemption penalties between 18% and 48% of outstanding principal and interest,
and the debt holder is limited to owning 9.9% of the Company’s issued and outstanding shares. The Company must at all times
reserve 27,851,000 shares of common stock for potential conversions.

22

On March 31, 2015, the Company
received net proceeds of $25,000 in exchange for an 8% interest bearing unsecured convertible promissory note dated March 30, 2015,
with a face value of $27,000 to GW Holding Group, LLC. The Note matures March 30, 2016. Principal and interest due on the note
is convertible into shares of common stock at a 42% discount to the lowest closing bid price for the 18 prior trading days including
the conversion date. The note includes prepayment cash redemption penalties between 18% and 48% of outstanding principal and interest,
and the debt holder is limited to owning 9.9% of the Company’s issued and outstanding shares. The Company must at all times
reserve 9,310,000 shares of common stock for potential conversions.

Common Stock Issuances for Debt Conversions

On January 3, 2015, the Company issued
1,665,445 shares of common stock upon the conversion of $75,000 of principal and accrued and unpaid interest on the 2014 Company
Note. The shares were issued at approximately $0.045 per share.

On January 28, 2015, the Company issued
1,869,190 shares of common stock upon the conversion of $62,500 of principal and accrued and unpaid interest on the 2014 Company
Note. The shares were issued at approximately $0.0334 per share.

On February 10, 2015, the Company issued
2,668,309 shares of common stock upon the conversion of $65,000 of principal and accrued and unpaid interest on the 2014 Company
Note. The shares were issued at approximately $0.0244 per share.

On March 13, 2015, the Company issued
2,463,054 shares of common stock upon the conversion of $60,000 of principal on the 2014 Company Note. The shares were issued at
approximately $0.0334 per share.

On March 31, 2015, the Company issued
5,985,634 shares of common stock upon the conversion of $75,000 of principal and accrued and unpaid interest on the 2014 Company
Note. The shares were issued at approximately $0.0125 per share.

Item 6. Exhibits

Exhibit

No.

Description
of Exhibit

10.1*

Form of Convertible Promissory Note by and between Agritek Holdings, Inc. and Vis Vires Group, Inc. dated February 23, 2015.

10.2*

Form of 8% Convertible Redeemable Note by and between Agritek Holdings, Inc. and LG Capital Funding, LLC dated March 27, 2015.

10.3*

Form of 8% Convertible Redeemable Note by and between Agritek Holdings, Inc. and GW Holding Group, LLC dated March 30, 2015.

10.4+

Employment and Board of Directors Agreement effective March 20, 2015 by and between Agritek Holdings, Inc. and Justin Braune (Incorporated herein by reference to Exhibit 10.1 as filed on Form 8-K with the SEC on March 20, 2015).

Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

This
Noteisfree
fromall
taxes,
liens,claims
and encumbrances
withrespect
totheissue
thereofand
shallnotbe subjecttopreemptive
rights
or other similar rights
of shareholders
of the Borrower
and will not imposepersonal
liabilityupon theholder
thereof.

1.3
Authorized
Shares.
The Borrower
covenants
that during the period
the conversion
right
exists,the Borrower
willreserve
fromitsauthorized
andunissued
Common Stock
a sufficient
number of shares,free
frompreemptive
rights,toprovide for
the issuance of Common
Stock upon the
full conversion ofthis Noteissued
pursuant to the
Purchase
Agreement.
TheBorrower
isrequired
atall
timestohaveauthorized
andreserved
eighttimes thenumber
of sharesthat
isactually
issuableuponfullconversion
oftheNote (based
onthe Conversion
Price
of the Notes in effect
from time to time)(the
“Reserved
Amount”). The Reserved
Amount shall be increased
fromtime to
time inaccordance
withthe Borrower’s
obligations
hereunder.
The Borrower
represents
that upon issuance,
such shares
will be duly and validly
issued, fully
paid and
non-assessable.
Inaddition,
iftheBorrower
shallissueany
securities
ormakeany change
to itscapital
structure
whichwouldchangethenumberofsharesof CommonStock
into whichthe Notes
shallbeconvertible
atthe then
current
Conversion
Price,
the Borrower
shall atthe same time make
properprovisionsothatthereafter
there shall
be asufficient
numberofshares
of Common Stock
authorized
andreserved,
free
frompreemptiverights,
for conversion
ofthe outstanding Notes.
TheBorrower
(i) acknowledges
thatithasirrevocably
instructed
itstransfer
agent to issue certificates
for the Common Stock
issuable upon conversion
of this Note, and (ii)
agrees
that its issuance
of this Note shall constitute full
authority
to its officers and
agents
whoarecharged
withthe duty
of executing
stockcertificates
toexecute
andissue the necessary
certificates
for shares
of Common Stock
in accordance
with the terms and conditions
of this Note.

(e)
ObligationofBorrower
toDeliver
CommonStock.
Uponreceipt
by the Borrower
ofa Noticeof Conversion,the Holdershall
be deemedtobethe holder
ofrecord
of the CommonStock
issuableuponsuchconversion,
theoutstanding
principal
amountand
the amountof accrued
andunpaid
interestonthisNote shall
be reducedtoreflect
suchconversion,
and,unless
the Borrower
defaultsonitsobligations
under thisArticle
I,all
rightswithrespect
to theportionofthisNote being
so converted
shallforthwithterminate except
theright
toreceive
theCommon
Stockor other
securities,
cashorotherassets,
asherein
provided,onsuch conversion.
If the Holder shall
have given
a Notice of Conversion
as provided
herein, the Borrower’s
obligation to issue and deliver
the certificates
for Common
Stock shall
be absolute andunconditional,irrespectiveoftheabsence
of any action
by theHolder
toenforce
thesame,
any waiver
or consent with respect
to any provision
thereof, the recovery
of any judgment
againstany person
orany
actionto enforce
the same,
anyfailureor delayintheenforcement
of any other
obligation
of the Borrower
to the holder of record,
or any
setoff, counterclaim,
recoupment,limitationor
termination,orany
breachoralleged
breach
by theHolder
of any obligation
tothe Borrower,
and irrespective
of any other
circumstance
whichmightotherwise
limitsuchobligationofthe Borrower
totheHolder
inconnection
withsuch
conversion.
The Conversion
Datespecified
intheNotice
ofConversion
shallbetheConversion
Datesolong as the Notice of Conversion
is received by
the Borrower
before
6:00 p.m., New York, New
York time, on such
date.

“NEITHER
THE ISSUANCE
AND SALE
OF THE
SECURITIES
REPRESENTED
BYTHIS
CERTIFICATE
NORTHE SECURITIES
INTO WHICH
THESE
SECURITIES
ARE EXERCISABLE
HAVE BEEN
REGISTEREDUNDER
THE SECURITIES
ACTOF
1933,ASAMENDED,
OR APPLICABLE
STATE SECURITIES
LAWS. THE
SECURITIES
MAYNOT
BE OFFERED
FORSALE,
SOLD,TRANSFERRED
ORASSIGNED
(I)INTHE
ABSENCE
OF(A)
ANEFFECTIVE
REGISTRATION
STATEMENTFORTHE
SECURITIES
UNDER THE
SECURITIES
ACTOF
1933, ASAMENDED,
OR(B)
AN OPINION
OFCOUNSEL
(WHICH
COUNSEL
SHALL BE
SELECTED
BY THE HOLDER),
IN AGENERALLYACCEPTABLE
FORM,THAT
REGISTRATION
IS NOT REQUIRED
UNDER SAID
ACT OR (II)
UNLESS SOLD
PURSUANT
TO RULE144OR RULE
144AUNDERSAIDACT.
NOTWITHSTANDING
THE FOREGOING,
THE SECURITIES
MAY BE PLEDGED
INCONNECTION
WITHABONA
FIDEMARGINACCOUNT
OR OTHER
LOAN
OR FINANCING ARRANGEMENT
SECURED BY THE
SECURITIES.”

Additionally,
theBorrower
shallbedeemed
tohave
issuedorsoldshares
ofCommonStockiftheBorrower
inany
manner
issuesor
sellsany
ConvertibleSecurities,
whether
or not immediately
convertible
(other
than where the same
are issuable upon the exercise
ofOptions),andthe price per
shareforwhich
Common Stock
isissuable uponsuch conversion
orexchange
islessthanthe Conversion
Price
thenineffect,
thenthe Conversion
Price
shall be equal
to such price
per share.
For the purposes
of the preceding
sentence,
the “price
pershare for
which Common
Stockisissuable uponsuchconversion
orexchange”
is determined
bydividing(i)thetotalamount,
if any,
received
orreceivable
by the Borrower
as consideration
for the issuance
or sale of all
such Convertible
Securities,
plusthe minimum aggregate
amount of additional
consideration,
if any,
payable
to the Borrower
upon the conversion
orexchange
thereofat the time suchConvertible Securities
first become
convertible
or exchangeable,
by (ii) the maximum
total number
of shares of Common
Stock issuable
upon theconversion
or exchange
ofall
such Convertible
Securities.
No further
adjustment to the Conversion
Price
willbe made uponthe actualissuance
ofsuch
Common Stockuponconversion
or exchange
ofsuch
ConvertibleSecurities.

(e)
Purchase
Rights. If, at any
time when any
Notes are issued and outstanding,
theBorrower
issuesany
convertiblesecurities
orrights
topurchase
stock,warrants,
securities
orotherproperty
(the“Purchase
Rights”)
pro ratatotherecord
holdersofany class
of Common Stock,
then the Holder of this Note will be entitled
to acquire,
upon the terms
applicable tosuch Purchase
Rights,the aggregate
Purchase
Rightswhichsuch
Holdercould
have acquired
if suchHolder
hadheld
the numberof shares
of Common Stock
acquirable upon complete
conversionofthisNote(withoutregard
toany
limitationsonconversioncontained
herein)immediately
before
the dateon which
arecord
is taken
forthe grant, issuance
orsale
of such Purchase
Rightsor,ifnosuchrecordistaken,
thedateasofwhichtherecordholdersof Common Stock
are to bedetermined
forthe
grant,issueorsale
ofsuch Purchase
Rights.

1.7
TradingMarket
Limitations. Unlesspermitted
bytheapplicablerulesand regulations
oftheprincipal
securities
market
on whichtheCommonStock
isthenlistedor
traded, in no event
shall the Borrower
issue upon conversion
of or otherwise
pursuant to this Note and
the other Notesissuedpursuant
tothePurchase
Agreement
more than
the maximum number
ofshares
ofCommon
StockthattheBorrower
canissuepursuant
toany
ruleofthe principal
United States
securities
market
on whichthe Common Stock
isthentraded
(the “Maximum
ShareAmount”),whichshall
be9.99%ofthetotal
sharesoutstanding
onthe Closing Date
(asdefined
inthe Purchase
Agreement),
subjecttoequitable
adjustmentfromtime totime forstock
splits,stock
dividends,combinations,capitalreorganizations
and similareventsrelating tothe Common Stock
occurring
after the
date hereof.
Once the Maximum
Share Amounthas been issued,
if the Borrower
fails to eliminate
any prohibitions
under applicable
law or the rules
or regulations
of any stock
exchange,
interdealer
quotation system
or other self-regulatory
organization
withjurisdiction
overthe Borrower
oranyofitssecurities
ontheBorrower’s
ability toissue sharesof Common
Stockinexcess
ofthe Maximum
Share Amount,
inlieuof any further
right
to convert this Note,
this will be considered
an Event of Default
under Section
3.3 oftheNote.

1.8
StatusasShareholder.
UponsubmissionofaNotice
ofConversion
bya Holder,(i)thesharescoveredthereby
(otherthantheshares,
ifany,
whichcannotbeissued because their
issuance would
exceed
suchHolder’s
allocated
portionof the
Reserved
Amountor Maximum
ShareAmount)shallbedeemed
converted
intosharesofCommon
Stockand(ii)
the Holder’srights
asaHolderofsuchconverted
portionofthis Noteshall
ceaseand
terminate,
excepting
only theright
toreceive
certificates
forsuch
sharesofCommon Stock
andtoany remedies
provided herein
or otherwiseavailable
at law or in equity
to such Holder because
of a failure by
the Borrower
to comply
with the terms of this Note. Notwithstanding
the foregoing,
if a Holder hasnotreceived
certificates
for allsharesof Common Stock
prior tothe tenth
(10th) businessday after
theexpiration
oftheDeadline
withrespect
toaconversion
ofany
portionof this Note for
any reason,
then (unless
the Holder otherwise
elects
to retain
its status as a holder
ofCommonStock
bysonotifying
theBorrower)
theHolder
shallregain
therights
ofaHolder
of this Note with respect to such
unconverted
portions of this Note and
the Borrower
shall, as soon as
practicable,
returnsuchunconverted
Notetothe Holder or,
if the Note has
notbeen
surrendered,
adjustitsrecords
toreflect
thatsuchportion
ofthisNote has
notbeenconverted.
In all cases,
the Holder shall retain
all of its rights
and remedies
(including,
without limitation, (i) the right
toreceive
ConversionDefault
Payments
pursuantto Section1.3tothe extent
required thereby
forsuch
Conversion
Default and any
subsequent
Conversion Default
and (ii)theright
to have the Conversion
Price
withrespect
tosubsequent
conversionsdetermined
inaccordance
with Section 1.3)
fortheBorrower’s
failure
to convert
this Note.

2.4
SaleofAssets. Solong
astheBorrower
shallhaveany
obligation
underthis Note,
theBorrower
shallnot,withouttheHolder’swrittenconsent,sell,leaseorotherwise disposeof any
significant
portion of its assets
outsidetheordinary
course
of business. Any consent
to the disposition of any
assets may be
conditioned on a specified
use of the proceeds
of disposition.

3.2
ConversionandtheShares.
TheBorrower
failstoissueshares
ofCommon Stock
totheHolder
(orannounces
orthreatens
inwritingthatitwillnothonoritsobligation
to do so) upon exercise by
the Holder of the conversion
rights of the Holder
in accordance
with the terms of this Note, fails
to transfer
or cause its transfer
agent
to transfer
(issue) (electronically
or incertificated
form)any certificate
forshares
of Common Stock
issuedtotheHolderupon conversion
of or otherwise
pursuant to this Note as
and when required
by this Note, the Borrower
directs
itstransfer
agent
nottotransfer
or delays,impairs,and/or hindersitstransfer
agent in transferring
(or issuing)
(electronically
or in certificated
form)
anycertificate
for shares
of Common Stock
to be issued to the Holder upon
conversion of or otherwise
pursuant to this Note as
and whenrequired
by thisNote,
or failstoremove (or directs
itstransfer
agentnotto remove or impairs,
delays,
and/or hinders
its transfer
agent
from removing)
anyrestrictive
legend(ortowithdraw
anystoptransfer
instructions
inrespect
thereof)
onany
certificate
for any
sharesof Common
Stockissuedtothe Holder uponconversion
of or otherwise pursuant
tothis Noteas
andwhen
required
bythisNote(ormakes
anywrittenannouncement,
statement
orthreat that
itdoes notintendto honor the obligations
described
inthisparagraph)
and any
such failure
shallcontinue
uncured
(orany
writtenannouncement,
statement
orthreat
nottohonorits obligations shall
not be rescinded
in writing) for
three (3) business
days after
the Holder shall have
delivered
a Notice of Conversion.
It is an obligation
of the Borrower
to remain current
in itsobligations
toitstransfer
agent.Itshallbe anevent
of default
of thisNote,if a conversion
of thisNote isdelayed,
hinderedor frustrated
due to a balance
owed by the Borrower
toitstransfer
agent. If atthe optionof the Holder,the Holder advances
any funds
tothe Borrower’s
transfer
agentinorder
toprocess
aconversion,
suchadvanced
fundsshall
be paidby
the Borrower
tothe Holderwithin forty
eight
(48)hours
ofademand
from theHolder.

3.7
Bankruptcy.
Bankruptcy,
insolvency,
reorganization
or liquidation
proceedings
orother
proceedings,
voluntaryorinvoluntary,
forrelief
underanybankruptcy
law or any
law for the relief
of debtors shall
be instituted by or against
the Borrower
or any subsidiary
oftheBorrower.

3.11
Cessation
ofOperations.
Anycessation
ofoperations
byBorrower
or Borrower
admitsitisotherwise
generally
unabletopay itsdebtsas
suchdebts
becomedue,
provided, however,
that any
disclosureoftheBorrower’s
abilityto continue
as a “going
concern”
shall not be an admission
that theBorrower
cannotpay
its debts as they
become
due.

3.12
Maintenance
ofAssets.
The failure
by Borrower
to maintain
any
material
intellectual
property
rights,
personal,
realproperty
orotherassetswhich are
necessary
to conduct its business
(whether
now orin thefuture).